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Max Payne 2: The Fall of Max Payne - Part 3

Part 3 - Walkthrough

Max Payne 2: The Fall of Max Payne

Part 3

1. Prologue, Part 3

It starts at the hospital, in the usual wacky way Max sees the world when he is been wrecked down. Max chose Mona over his job. Max imagines Mona standing over him, smiling like a devil. Mona is moaning, and calls for Max. She wants him to follow her. Max gets up of bed, and starts the chase.

Get out of the room and start running right through the corridor. Follow it, and it suddenly looks much older and broken down. Max realizes that this is a line of prison cells, and that different parts of himself are trapped in the various cells. One is the Paranoid Max, one is the Insane Max, the third one is Mad Max (not Mel Gibson, though), and the last one is the Schizophrenic Max. When you have passed all the cells you hear Mona moaning. She is taking a shower. If you shootdodge, you can see her naked from behind. The surroundings quickly change. Run through the corridor that is falling apart, and you see letters MonA saX change into MAX. Walk right, and you see the event where Winterson was shot on the TV. Mona tells you that Winterson is one of them.

Run up the stairs, and you meet a dying Bravura. Listen to his words, and continue. Listen to the tape-recorder, and run up the stairs on your left or right. You meet Winterson and Mona. They kill you after the phone rings and Vladimir starts talking. Remember that this is all Max's imagination.

2. Too Stubborn to Die, Part 3

Max is at the hospital, but this time he is a little more sane than in the prologue. He is watching Winterson's dead body. He thought things could not get any worse. All the way along until he finds a matchbox with the letters 'VODKA' in Winterson's pocket. Commandos have arrived at the hospital, and one of them is standing outside, just waiting to kill you. you are unarmed. Before doing something serious, check out the blackboard - it shows Winterson was 42 years old.

Pick up the four painkillers in the medicinal cupboard behind you. A Commando is waiting outside the door. Run into the big door on your left. The commando chases you while shouting. Run up the stairs until you get to the second door. Get inside. Run left, and inside the surgery with the white door. You get to a dead policeman. Walk to the right in this room, and into the door saying 'Recovery'. You get to an office area. Walk between all the office walls, as it is very dark there. A cleaner and a commando look for you. The cleaner guards the door, and the commando starts looking. Hide in the dark until a security guard runs into the area. He gets killed by the cleaner.

Pick up the gun that the security guard dropped, and kill the commando and the cleaner. There is a painkiller on one of the desks in the dark that you can pick up. There is another one in one of the lockers. Exit the room through the door the security guard used before he died.

Walk into the small white door on your left. There is ammo and a painkiller. Walk to the right, toward the door you can see at the right side of the room, and a man is blown toward you with commandos coming after him. Activate Bullet Time and give them some headshots. Collect all their Kalashnikovs, and the ammo from the lockers. Run out the door and watch an episode of Address Unknown. Turn around and walk toward the 'We Care' poster. Turn left and kill the Commandos. Enter the first door on your right hand, and collect the four painkillers from the medicinal cupboard. Go out of this room again, and continue down the corridor.

Several commandos are waiting for you at the end of the corridor, close to the room with all the blue balls on the left side. Kill them using the Kalashnikov, and go through the door at the end, close to a painkiller poster. You might want to blow up the gas containers. In the room to your left, there is a commando, and a painkiller inside a green locker. Watch Lords and Ladies on the TV to your right once you have entered the next room. There is an exit door. Equip a good weapon. MP5, Colt or Kalashnikov, and open up the door. Run down the stairs, and take out everyone in your way. The total number of commandos in the stairs is about eight. At the bottom, there is a parking lot. A police officer is shot. Equip the MP5 and use the scope to take down the commandos in the parking lot. A new one enters through a door on the left side. Run toward the door, and a graphical novel starts.

The novel shows Max, as he drives out of the city. He is headed for Alfred Woden's place. Woden explains everything. The man has cancer, he is starting to loose power within The Inner Circle, and at the top of that, a renegade faction has been giving him a hard time. Who is behind all this? Vladimir Lem, not Vinnie Gognitti like Vladimir made Max think. The cleaners are Vladimir's men. If Vladimir gets things like he wants them, Vinnie Gognitti dies, and then, he comes for Woden.

3. On a Crash Course, Part 3

Max finds his way to the restaurant Vladimir owns. Mike the Cowboy hopefully survived last time you met him, because if he did, he is taunting you over the speakers during this level.

Equip the MP5 and hide behind the wall to your left. The thugs are watching an episode of Captain Baseballbat Boy. Watch it together with them from behind the wall, and then start taking them down one after the another. Headshots are advised. Mike speaks, telling everyone to get their weapons and kill Payne. Head toward the television, pick up all the ammo that the thugs dropped, and walk to the right past the bar, and into a door behind you. there is lots of ammo for the M4 Carbine here, so pick it up, and go back. You find the Striker in here, so you are a happy man. In the bar, you can also find a few painkillers. If you walk past the bar, but do not turn around like you recently did, you see a door to your right. Go inside, and kill the thugs.

You find yourself inside a kitchen. Run to the opposite side of the kitchen and pick up some painkillers. To your left, there is a door. Enter the door, and take everyone inside down. there is a mob above you that you should concentrate on first. Walk up the stairs, and enter the rightmost door at the other side of the room. Several thugs attack, so be prepared. In the next room, there is some ammo for your M4 Carbine in the left corner. One you have got the ammo, go back and start running up the stairs located close to where you entered the room.

At the top, a thug is hiding behind one of the boxes. Kill him, and proceed through a door. Here, two thugs are shooting at you from a room on your left side. Kill them, and take the painkillers close to them. Enter through yet another door. There is an uniform standing raised like a man here. Ignore it and run to the opposite side of the room. Take down two men. A thug enters the door from behind you, and blow up the explosives. A opening in the wall is made. Use it to get to the room with all the stairs. Shoot all the enemies in the room using MP5. Use the stairs to get to the bottom of the room, and go through the door that has opened down here.

You get to a room with two thugs in the opposite side of where you entered. Once they are dead, open the door that you see, and several thugs attack. Kill them and run down the stairs. At the bottom, go through a door, kill the thugs, and pick up the painkillers in a cupboard on the wall. There are cleaner cars here, so no doubt about Vladimir being guilty. Run through the door to your right after having watched Lords and Ladies.

Head up the stairs, kill the thug in the middle of them, and listen to Mike taunting you, saying that he's waiting for you. Kill the mobs in the room at the top of the stairs, and run left up another set of stairs. Kill the two thugs guarding the room up here, and enter the nearby door to find Mike and another thugs speaking into the microphone. Shoot them in the head before they notice anything. Listen to the answering machine found on the desk in this room.

A graphical novel explains that Winterson had called Vladimir, and told him that she would kill both Mona and Max at the construction site. Winterson had a relationship to Vladimir. She had also let Vladimir meet her son.

4. A Mob War, Part 3

Max heads for Gognitti's place using a cleaner van. He is stopped by Gognitti's men, and crashes. He gets on his feet, and is ready to kick some ass. Unfortunately for Payne, the Commandos have also arrived.

Make your way to the room with the stairs. Open up the green door at the bottom and shoot two commandos. Head up the stairs and kill the commandos there. Walk even further up the stairs and you see a crack in the wall. Run into it to break the wall. Open a door, walk inside a new door on your left, and then watch an episode of Dick Justice before walking through yet another door on your left side. You see a sign saying Vincent's Sweet Deals on Wheels. Enter the building using an opening to your right. there are some enemies at the top of the stairs, so take them down, and then run down the stairs. You meet more bad guys, so shoot them to death, and enter through the open door to your left. there is some planks here that you can use as a bridge to get to the other side of the street. Kill the enemies down in the street before you cross.

You get to a new set of stairs. Walk up and watch the dirty movie while standing behind the mafia members. In the movie, the same sound as the ones you heard inside the room in the building where Corcoran was killed. Kill the bad guys, and run one floor down the stairs after having collected some painkillers from the nearby bathroom. In this room, you should go to the right, and out on some planks you can see through a hole in the wall. there are two bad guys here, so be careful. Walk over the planks and into the next room for a cut-scene where some mafia members think Max is their backup. Follow them, and help them kill the commandos down at the street. Watch the walls, as lots of commandos are jumping down from them. The MP5 is a good choice. Get behind your 'friends' and shoot them, as another mafia member appears and blow your cover. Run left, kill the mafia member that appears, and exit using the door that is close to the sign saying All Trucks Keep Right. In here, a car with commandos appear. Kill all the commandos and the mafia members to complete the stage.

5. Dearest of All My Friends, Part 3

You finally meet Vinnie. Vladimir has set him up, and managed to get him into a huge Captain Baseballbat Boy costume. If he tries to take it off, he explodes. Max decides to help Vinnie, as Vinnie promises to lead him to Vladimir. Meanwhile, the building is being surrounded by commandos, and Vinnie's mafia members seem to have been reduced considerably.

Kill the commandos from the windows behind you. Open all the lockers in the room to snag some painkillers. Head into the room with the big Kalashnikov poster. Shoot the lock at one of the cupboards to find a Striker and lots of ammo. there are also weapons inside the normal cupboard in this room, and some M4 Carbines in the nearby storeroom. Head back to the room where you started, equip the M4 Carbine and jump out the window. Use Bullet Time to easily take out the commandos that drop down from the huge wall, until they stop appearing. Head back into the room where Vinnie is waiting.

Follow Vinnie into a new room, and kill the commandos that jump in from the window. Vinnie realizes that he cannot get through the exit door, as the bomb blows up. Snag the painkillers from the nearby locker, and then kill the commandos that once again have jumped in from the window. Some commandos appear behind you. Follow Vinnie into a new room. Let him take the elevator, pick up the painkillers from a medicinal cupboard, and wait for commandos to appear from both left and right sides. Kill them, and then go up using the stairs. Meet Vinnie here, and follow him into his stove.

Lots of commandos enter the room behind you. Kill them. You see that Vinnie is a collector that has about everything regarding Captain Baseballbat Boy. Continue into the living room and watch Captain Baseballbat Boy episode 169. there is some painkillers in a cupboard in the living room. Walk into Vinnie's bedroom and listen to the answering machine. One message is from the godfather. He tells Vinnie that he should never have started the war with the Russians. The second message was left by a girl that Vinnie beat up when she tried to 'spank' him. The last message is from Mona, warning Vinnie and telling him that Vladimir is trying to get him.

Walk out to the balcony, and kill the commandos below you. If you cannot see any commandos. After having gotten to the balcony shoot the wall so that it gets blown up. Jump down, and a car arrives. Kill all the commandos inside it and follow Vinnie. Another car arrives, and commandos appear on top of the walls. Use the MP5 to take them all down. Shoot the ones at top of the walls before taking out the others. Vinnie opens a garage. Run up the stairs, and press the button up here to take Vinnie along with you. Go through the hole in the wall. Let Vinnie run first, and wait for lots of commandos to appear. Just stand around, and activate Bullet Time when they arrive. Kill them all, and then follow Vinnie to his car.

A graphical novel shows Payne and Vinnie searching for Mona. They drive to the theme park where Mona lives. Vladimir is waiting for them, and he does not sound like he is going to give you candy. Vladimir leaves you in a inferno of fire to die, but Mona comes to the rescue.

6. A Losing Game, Part 3

Run down the stairs, jump from the stairs and down to the paper doll on the floor, and then run right and wait for the wall in front of you to fall down. From here, jump down, run toward the red paper car, and then quickly to the left in order to avoid an explosion. Jump over another dark colored paper car, and wait here until the nearby wall explodes. Run through the exploded wall, past the flamingo with the burning eye, and the wall to your left fall down. A huge pole of tree that supported the wall falls down. Use it to get up on the big container, and down to the other side of the flames. Run through the hole where a doll with a knife flies out of, and you hear voices talking about The Flesh of Fallen Angels.

Run into the corridor with the red light. A huge round pole soon rolls, so run left toward it, and then behind it before it starts rolling. Run after the rolling pole, collect some painkillers from a medicinal cupboard, and press the fire emergency button to make water start flowing from the ceiling. You get to a lot of electronic generators. Use the door on your left, watch out for falling crates, and press the button you get to. Go back to the generators, and up the nearby stairs. Just do not freak out because the light disappears; it is back in a second. At the top of the stairs, run forward to see what remains of Vinnie. A little further ahead, you find Max lying in a pool of blood.

7. There Are No Happy Endings, Part 3

In a graphical novel, you see how Vladimir shot Max because Max would never settle and live the way things are. And, he did kill Winterson.

An officer greets you at the start. Go meet Bravura at a murder scene. Suddenly, Bravura is lying down in a new room, dying. Run into the lineup room, and chase the Max that you meet. Along the way, you can read the text on the wall She had dyed her hair red and The flesh of fallen angels. The cleaner is singing A Late Goodbye. The other Max shouts that he is free, and shoots toward you. Follow him. In the next room there is a television. Vinnie is begging for his life, and you can see a Captain Baseballbat Boy figure close to the TV. Also, on the TV you can see Vladimir, talking about playing a little game with Max.

Continue running until you get to the last door in the corridor. Enter here to hear Vladimir talking from a television. On the wall, there is letters saying V for Vlad. In Max Payne 1, V means Valkyr. In the labyrinth of doors, walk straight forward, left, then keep going forward. Mona appears behind Max. Max tries to kill her, but is out of ammo.

8. Love Hurts, Part 3

When you arrive at the manor, Max tries to sneak in, but is spotted. He drops down from where he's hanging, and takes cover behind a car.

Activate Bullet Time, and take out the two cleaners running toward you. Mona has made a run for it and disappeared. Take down the two commandos on the balcony. When things have cooled down a little, open the door on the van that you were taking cover behind to find some painkillers. You can enter the manor itself. Open the main door, but be sure to have Bullet Time activated, as there is two commandos here.

Try opening the door on the top of the little stairway. Some commandos blow up the room and make the ceiling fall down. You can survive by first standing in one of the edges of the room, and then, after the middle part of the ceiling has fallen down, run to the middle of the room to avoid any other falling parts. The door opens, and a bad guy shoots. Kill him, enter through the door, and take out his mate. You can play the piano in this room if you fell like.

Go through the glass door in this room, and take out two bad guys here. Start shooting at a bad guy on the balcony, and Mona enters the area and kill off the rest. Max tells Mona to secure the second floor, and continues on the first floor himself. Some windows open, and two commandos shoot at you. Take cover behind the fountain, and shoot back. Get into the corridor they were shooting from once they are dead. To the right of the biggest door in the corridor, there is a smaller door that you can open. In this room, snag the painkillers from the cupboard, and watch an amazing episode of Lords and Ladies. Exit this room through a nearby door. You find yourself in a library. Start by taking out the commandos down at the same floor as you, and then shoot at the ones above you. You need a fast weapon here, like the M4 Carbine or the Ingrams. While shooting at the bad guys above, try not standing in the middle of the room, but away from the shelves in one of the corners. Mona helps Max after a while. When they're done killing, Max tells Mona to look for Vladimir or Woden. Two bad guys kick open a door, so kill them as fast as you can. Proceed through this door, and shoot the commandos you meet. There are some cupboards in this corridor, where you can find some painkillers. In the next room, you should take cover behind a block, then shoot the commando that attack from the right. Another bad guy appears on the balcony to your left, so shoot him. There is also a commando on the left side of the room. Mona appears, and start shooting. Several enemies enter through a door. Kill them, and walk inside this door. There is a bad guy waiting for you in the stairs, and another bad guy at the top throws a grenade. Kill them both and avoid the grenade. At the top of the stairs, a commando is also waiting. Go into the nearby room and kill two bad guys. Check the screen in this room to find out that Woden's bodyguards have betrayed him. Woden is still safe, but Vladimir has arrived. Collect the painkillers from the lockers in this room, and continue into the next one to see a Address Unknown episode. To the left, there is a new door. Use it. Shoot the two commandos that you run into. When you get outside, run down and take out all the commandos that were shooting at you, and then enter the building at the other side of where you came from. You meet Mona. She is at the other side of the room. Max tells her to try and get to Woden that hides in his panic room. Run left, kill the commandos you meet, both up on the floor you are on and below, until a cut-scene where Mona and Max enters a door appears. Mona knows how to use the secret lock. A graphical novel shows Mona hitting Max's head and telling him to stop all this, and that she is the one that should clean up. This is love, Max thinks. Suddenly, Vladimir enters the room and shoots Mona. Woden tells Vladimir to stop, as he has also suddenly appeared.

9. The Old Familiar Feeling, Part 3

Vladimir shoots Woden, Max attacks Vladimir, and they both fall through the floor. Down here, Vladimir gives Max a solid kick, and escapes. Max however, was hiding the Desert Eagle that Vladimir dropped.

Kill the suit in front of you. Pick up his weapon and continue running. A container falls down behind you. Kill another suit to trigger the countdown to an explosion. Go back to the container, shut the door, and wait for the big bang.

Collect the painkillers that are inside the container and then go out of it again. A wall has been blown up, so drop down and kill the man down here. Someone drops a bottle of explosives down, be quick and continue running. In the next room, kill two bad guys and pick up lots of Kalashnikov ammo from the crates. Continue running. Go up the stairs, and watch some explosives destroy a part. Jump over the gap that was made.

Vladimir asks you how you like the fireworks. Of course you like them, so continue running and get into the door at the top of the stairs. Two bad guys are waiting in this corridor. Under the next set of stairs, there is lots of crates. An enemy is hiding under them, so kill him and run up the stairs.

There is a door here. When you have entered, two grenades are flung toward you. Activate Bullet Time, run up the stairs, kill two enemies, then run further and kill another two enemies. At the top, Vladimir curses you from the other side of a bullet-proof glass wall. The wall opens up. Continue into the next room and kill the two suits. Pick up all the ammo and painkillers, and listen to Woden's answering machine to hear a message from Mona, and a pretty psychotic one from Vladimir. Turn on the TV to find out that Bravura survived after all.

Enter the elevator. At the top, kill two bad guys that attack from the front and the left, and then a commando that attacks from the upper right part of the room. One of them drops a painkiller. Get into the door and watch the stairs explode. Press the button to bring the lift down to you. Vladimir shoots, and press the button close to him to bring the lift back, so press your button once more when this happens. Use Bullet Time to avoid Vladimir's shots. When you get close to the top, Vladimir escapes and two commandos attack.

First, use the MP5 or a similar weapon to shoot at the supporting units that are holding Vladimir's 'floor' up. When you have shot three of them, Vladimir falls down. Do the same with the supporting units of the huge metal object that is hanging above Vladimir. Use Bullet Time at this part, and make sure you do not stand still several seconds at once, as the explosives that Vladimir throws explode quite fast. When you have shot down all four supporting units, the metal object falls down, but Vladimir dodges the falling object. Just serve Vladimir some headshots, and he is defeated, and fall down only to crush his skull on the floor. Watch the ending novel, and listen to A Late Goodbye.

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